Purchaser Stock. At the Effective Time, each share of common stock, $.01 par value per share, of Purchaser that is outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock, $.01 par value per share, of the Surviving Corporation.
Purchaser Stock. The authorized capital stock of Purchaser consists of 70,000,000 shares of Purchaser Common Stock. All of the issued and outstanding capital stock of Purchaser is owned by Parent as Purchaser’s sole stockholder. The outstanding shares of Purchaser Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and not subject to preemptive rights (and were not issued in violation of any preemptive rights).
Purchaser Stock. The Purchaser Stock to be issued to the Selling Shareholders and upon exercise of the Company Options assumed by Purchaser, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued and nonassessable.
Purchaser Stock. Each share of Purchaser Stock issued and --------------- outstanding immediately prior to the Effective Time shall be converted into one newly issued share of common stock of the Surviving Corporation; and
Purchaser Stock. (i) The authorized capital stock of Purchaser consists of (i) 10,000,000 shares of preferred stock, without par value, none of which shares are issued and outstanding, and (ii) 50,000,000 shares of Purchaser Common Stock, par value $2.50 per share, of which 24,546,277 shares are issued and outstanding as of December 11, 2007. The outstanding shares of Purchaser Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).
Purchaser Stock. 28 6.4 Authority; Binding Nature of Agreements.............................28 6.5 Non-Contravention; Consents.........................................28
Purchaser Stock. Holders constituting, in aggregate, less than twenty percent (20%) of the shares of Purchaser Stock issued in the Purchaser’s initial public offering of securities and outstanding immediately before the Closing shall have exercised their rights to convert their shares into a pro rata share of the Trust Fund in accordance with the Purchaser’s certificate of incorporation.
Purchaser Stock. 46 14.3 Legend.........................................................................................46
Purchaser Stock. Except for transfers to immediate family members who agree to be bound by the restrictions set forth in this Section 14.2 (or trusts for the benefit of the Stockholders or family members, the trustees of which so agree), for a period of one year from the Closing, except pursuant to Xxxxxxx 00, xxxx of the Stockholders shall sell, assign, exchange, transfer, encumber, pledge, distribute, appoint, or otherwise dispose of any Purchaser Stock received by the Stockholders in the transaction contemplated herein. The Purchaser Stock delivered to the Stockholders pursuant to Section 2 of this Agreement will bear a legend substantially in the form set forth in Section 14.3 and contain such other information as Purchaser may deem necessary or appropriate:
Purchaser Stock. All shares of Purchaser Stock that will be issued and delivered to Seller or Gilat Israel, as the case may be, pursuant to Sections 2.1 and 2.4 hereof will be duly authorized and, when delivered and paid for in accordance with the terms hereunder, will be validly issued, fully paid and non-assessable, and free of preemptive rights with no personal liability attaching to the ownership thereof and included for trading on the NASDAQ upon official notice of issuance.
